| Organization and Business | 1. Organization History and Business Organization
and History We
were formed by the filing of Articles of Incorporation with the Secretary of State of the State of Nevada on December
20, 2010, originally as Accend Media. On or about May 22, 2012, Accend Media, and Cloud Star Corporation (“Cloud Star”),
a privately-held Nevada corporation headquartered in California, entered into an Acquisition Agreement and Plan of Merger (“Merger”).
Prior to the Merger, Accend Media effectuated a five-for-one forward stock split on May 7, 2012. We changed our corporate
name to Cloud Star Corporation upon consummation of the Merger on May 23, 2012. On May 28, 2013, we changed our corporate
name to Cloud Security Corporation. The Merger was accounted for as a reverse acquisition with Cloud Star being treated as the
acquirer for accounting purposes. Accordingly, for all periods presented in this Quarterly Report on Form 10-Q (“Form 10-Q”),
the financial statements of Cloud Star have been adopted as the historical financial statements of our Company known as a
change in reporting entity. Accordingly, Cloud Star’s October 17, 2011 formation date is considered the date of “Inception” On
December 8, 2014, we entered into a Stock Purchase Agreement (the “Goldenrise Agreement”) with Goldenrise Development,
Inc., a California corporation (“Goldenrise”). In connection with the Goldenrise Agreement, we also agreed to effectuate
a 1:100 reverse stock split of our issued and outstanding common stock which became effective on January 22, 2015. Under the Goldenrise
Agreement, we sold 12,000,000 shares of our common stock to Goldenrise for $180,000 which equated to approximately 92% of our
outstanding shares. This transaction effectuated a change in control of our Company and the then officer and members of the board
of directors resigned and were replaced by new management. On
June 28, 2017, Goldenrise and our Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael
R. Dunn, our then sole officer and director (“Dunn”). Pursuant to the Dunn Agreement, Goldenrise agreed to sell
and Dunn agreed to purchase 12,000,000 shares of our common stock representing approximately 92% of our outstanding shares. In
consideration for these shares, Dunn agreed to pay Goldenrise a total of $400,000 as follows: (i) $180,000 on or before July 15,
2017 (extended to July 28, 2017), (ii) $180,000 withheld as an offset to monies owed by Goldenrise to Dunn; and (iii) $40,000
withheld and applied towards invoices related to the audit and legal fees associated with the reporting requirements of our Company
through the date of Closing. Concurrently,
on June 28, 2017, Dunn entered into a Stock Purchase Agreement (the “SPA”) with China
Israel Biotechnology Co. Ltd. (“China-Israel”) and Central Bio-MD Technology Co. Ltd. Prior
to the closing of the Dunn Agreement, on July 25, 2017, our Company issued an unsecured promissory note to Goldenrise in the amount
of $90,000 (the “Goldenrise Note”). See Note 4. As such, when remitting the purchase price under the Dunn Agreement,
$90,000 was paid to Goldenrise as payment under the Dunn Agreement and $90,000 was retained in our Company’s account as
proceeds for the Goldenrise Note. The Dunn Agreement purchase price has been paid in full. The
Closing for both the Dunn Agreement and the SPA occurred on July 28, 2017. The Dunn Agreement and the SPA resulted in a change
in control of our Company. Name Change On
December 29, 2017, our Board of Directors approved an agreement and plan to merge with our newly formed and wholly-owned subsidiary,
US-China Biomedical Technology, Inc., a Nevada corporation, to effectuate a name change from Cloud Security Corporation to US-China
Biomedical Technology, Inc. (“US-China”). US-China was formed solely for the purpose of this name change and our Company
was the surviving entity following the merger. On February 8, 2018, the Financial Industry
Regulatory Authority (“FINRA”) announced the effectiveness of a change in our Company’s name to “US-China
Biomedical Technology, Inc.” and new trading symbol “UCBB” which became effective on the opening of trading
as of February 9, 2018. Business We
are an early stage medical tourism and services company. Through late 2017 our principal business was related to the software
development of MyComputerKey™ and our other patented cloud computing technologies; however, due to cash flow constraints,
we were unable to proceed with the further development of our software. Due to enhanced competition in the software development
market and advancements in technology made by our competitors, we began evaluating alternative business plans. Following
the change in control of our Company pursuant to the SPA, the decision was made to put the software development on hold and to
shift our primary business focus. Our newly revised business plan is directed towards medical tourism. The primary focus of our
plan is the integration and development of synergistic relationships with high profiled doctors and hospitals that will act as
a bridge for connecting patients and bio-technology advances in China with our Company’s network of US based doctors and
hospitals. We intend to develop a scalable biomedical bridge for the US and China markets. We will provide concierge services
for moving patients from China to the US with an emphasis on the following demographics:
(i) cancer patient referrals
that are in non-critical, non-life threatening positions,
(ii) pre-screening and
genetic testing for family members of cancer patients,
(iii) patients suffering
from Diabetes, and
(iv) general medical services
including preventative care and physicals. We
intend to develop working relationships with key medical innovators for possible joint ventures related to medical device manufacturing
in China, including working towards obtaining China Food & Drug Administration (“CFDA”) approval for medical device
sales to government owned hospitals. As of the date of this report, we have begun identifying qualified physicians and additions
to our management team to begin initiation of operations in the US. The business plan is currently in the development phase. On
May 8, 2018, we completed a subscription agreement for the sale of 2,000,000 shares of our common stock to our largest shareholder
for $800,000. $230,195 of the purchase price was applied to the settlement of related party notes payable and accrued interest
and the remaining $569,805 was paid in cash. During the six months ended August 31, 2018, we recorded a loss on settlement of
debt of $184,156 on the accompanying statement of operations based on the excess in fair market value of the shares issued in
connection with this transaction. Matters Relating to Former
Officers and Directors On
January 31, 2017, our former Chief Executive Officer, President, and Chairman of the Board of Directors, Ning Liu resigned after
being detained in China. Mr. Liu’s legal troubles are unrelated to our Company, have had no effect on our operations, and
we do not believe this poses any business risk. On
November 23, 2017, our former Chief Executive Officer and Director, Michael R. Dunn, passed away unexpectedly. On
January 9, 2018, Ms. Amanda Huang resigned as the Senior Vice President of our Company effective immediately. The Board approved
and accepted Ms. Huang’s resignation as Senior Vice President on January 10, 2018. |
